Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any corporation, limited liability company or other entity (a) into which the Administrator may be merged or consolidated, (b) resulting from any merger or consolidation to which the Administrator shall be a party, (c) succeeding to the business of the Administrator, or (d) 25% or more of the voting stock (or, if not a corporation, other voting interests) of which is owned directly or indirectly by General Motors or Ally Financial and which is otherwise servicing the Depositor’s receivables, which corporation, limited liability company or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Administrator under this Agreement, shall be the successor to the Administrator under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding. The Administrator shall provide notice of any merger, consolidation or succession pursuant to this Section 6.02 to the Rating Agencies.
Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger, conversion or consolidation to which the Administrator shall be a party, (c) succeeding to the business of the Administrator, or (d) that is an Affiliate of the Administrator, which Person, in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Administrator hereunder, shall be the successor to the Administrator under this Agreement; provided, however, that (i) the Administrator shall provide prior written notice of any merger, consolidation or succession pursuant to this Section 5.8 to the Managing Member and (ii) the Managing Member consents in writing to such Person succeeding the Administrator.
Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. The Administrator shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless the corporation formed by such consolidation or into which the Administrator is merged or the Person which acquires by conveyance or transfer the properties and assets of the Services substantially as an entirety shall assume the performance of every covenant and obligation of the Administrator hereunder.
Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator hereunder without the execution or filing of any documents or any further act by any of the parties to this Administration Agreement; provided that the Administrator hereby covenants that, if the surviving Administrator is other than Education Lending Services, Inc. or an Affiliate, it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator executes an agreement of assumption to perform every obligation of the Administrator under this Administration Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 13 hereof has been breached and no Administrator Default (as defined below), and no event that, after notice or lapse of time, or both, would become an Administrator Default has occurred and is continuing, (iii) the surviving Administrator has delivered to the Indenture Trustee a certificate of an officer of the surviving Administrator and an opinion of counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 19 and that all conditions precedent, if any, provided for in this Administration Agreement relating to such transaction have been complied with, and (iv) such transaction will not result in a material adverse Federal or state tax consequence to the holders of Notes under the Indenture. Anything in this Section 19 to the contrary notwithstanding, subject to the Rating Agency Condition, the Administrator may at any time assign its rights, obligations and duties under this Administration Agreement to an Affiliate.
Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger, conversion or consolidation to which the Administrator shall be a party or (c) succeeding to the business of the Administrator, which Person, in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Administrator hereunder, shall be the successor to the Administrator under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, notwithstanding anything in this Agreement to the contrary. The Administrator shall provide prior written notice of any merger, consolidation or succession pursuant to this Section to the Managing Member, the Controlling Party and the Subordinated Lender.
Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator hereunder without the execution or filing of any documents or any further act by any of the parties to this Agreement; PROVIDED that the Administrator hereby covenants that, if the surviving Administrator is other than Student Loan Funding Resources, Inc. or an Affiliate, it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator executes an agreement of assumption to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 13 has been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default has occurred and is continuing, (iii) the surviving Administrator has delivered
Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. The Administrator shall not consolidate with or merge into any other Person or convey, transfer or sell all or substantially all of its properties and assets to any Person, unless:
(i) the Administrator is the surviving entity or, if the Administrator is not the surviving entity, the Person formed by such consolidation or into which the Administrator is merged or the Person which acquires by conveyance, transfer or sale all or substantially all of the properties and assets of the Administrator shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and, if the Administrator is not the surviving entity, such entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and in form and substance satisfactory to the Trustee, the performance of every covenant and obligation of the Administrator hereunder and under the other Transaction Documents to which the Administrator is a party; and (ii) the Administrator shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel for the Administrator each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 8.03(a) that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance 40 47 with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity, and that all conditions precedent in Section 8.03(a)(i) that relate to such transaction have been complied with;
(b) the Rating Agency Condition shall have been satisfied in connection with such merger, consolidation or succession; and
(c) the Trustee shall have received an officer's Certificate of the Administrator to the effect that the conditions set forth in clauses (a) and (b) have been satisfied.
Merger or Consolidation of, or Assumption of the Obligations of, the Administrator. Any Person (a) into which BNYM may be merged or consolidated, (b) which may result from any merger, conversion or consolidation to which BNYM shall be a party or (c) succeeding to the business of BNYM, which Person, in any of the foregoing cases executes an agreement of assumption to perform every obligation of BNYM hereunder, shall be the successor to BNYM under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, notwithstanding anything in this Agreement to the contrary. BNYM shall provide prior written notice of any merger, consolidation or succession pursuant to this Section 6.07 to the Managing Member and the Controlling Party.
